MACAO IMPERIAL TEA

Suite 432 28 St Ne, Calgary, AB, T2A 6T3

Email add:macaotea.yyc@gmail.com

NON-COMPETE AGREEMENT

THIS NON-COMPETE AGREEMENT(the “Agreement”) dated this 4th day of July, 2022

IS BETWEEN

Macao Imperial Tea of Calgary, Alberta

(the “Employer”)

AND

Viven Ayra Neri of Calgary, Alberta.

(the “Employee”)

BACKGROUND

A. The Employee is currently or may be employed as an employee with the Employer for the position of Executive
Assistant. In addition to this responsibility or position, this Agreement also covers any position
or responsibility now or later held with the Employer (the “Employment”).

B. As a result of the Employment, the Employee will receive from, or develop on behalf of the Employer, certain proprietary
or confidential information (the “Confidential Information”) and the Employer has sought assurance this will not be
exploited to gain a competitive advantage.

IN CONSIDERATION OF and as a condition of the Employment and the Employer providing the Confidential Information to
the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties to this Agreement agree as follows:

Non-Competition

1. The Employee agrees that during the Employment and for a period of three (3) consecutive years after the employment is
terminated, the Employee will not give advice or lend credit, money or the Employee’s reputation to any natural person
or business entity engaged in a competing business in the Province of Alberta, and theEmployee will not, directly or
indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, coventurer or
otherwise, solely or jointly with others, engage in any business that is in competition with the business of the Employer
within the Province of Alberta.

Confidential Information

2.The Employee acknowledges that, in any position the Employee may hold, in and as a result of the Employment, the
Employee will, or may, be making use of, acquiring or adding to information which is confidential to the Employer (the
“Confidential Information”) and the Confidential Information is the exclusive property of the Employer.

3.The Confidential Information will include all data and information relating to the business and management of the
Employer, including but not limited to, production and formulation of products, proprietary and trade secret technology
and accounting records to which access is obtained by the Employee, including Work Product Formulation, other

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Non-Compete Agreement (ver. August 2021)
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Suite 432 28 St Ne, Calgary, AB, T2A 6T3
Email add:macaotea.yyc@gmail.com

Proprietary Data, Business Operations, Marketing and Development Operations, and Customer Information.

4.The Confidential Information will also include any information that has been disclosed by a third party to the Employer
and is governed by a non-disclosure agreement entered into between that third party and the Employer.

5. The Confidential information will not include information that:

a. Is generally known in the industry of the Employer;

b. Is now or subsequently become generally available to the public through no wrongful act of the Employee.
c. Was rightfully in the possession of the Employee prior to the disclosure to the Employee by the Employer;
d. Is independently created by the Employee without direct or indirect use of the Confidential Information; or
e. The Employee rightfully obtains from a third party who has the right to transfer or disclose it.

6. The Confidential Information will also not include anything developed or produced by the Employee during the
Employment, including but not limited to, any intellectual property, process, design, development, creation, research,
invention, know-how, trade name, trademark, or copyright that:

a. Was developed without the use of equipment, supplies, facility or Confidential Information of the Employer;
b. Was developed entirely on the Employee’s own time;
c. Does not result from any work performed by the Employee for the Employer; and
d. Does not relate to any actual or reasonably anticipated business opportunity of the Employer.

Duties and Obligations Concerning Confidential Information

7. The Employee agrees that a material term of this Agreement to keep all Confidential Information absolutely confidential
and protect its release from the public. The Employee agrees not to divulge, reveal, report or use, for any purpose, any
of the Confidential Information which the Employee has obtained, or which was disclosed to the Employee by the
Employer as a result of the Employment. The Employee agrees that if there is any question as to such disclosure then
the Employee will seek out senior management of the Employer prior to making any disclosure of the Employer’s
information that may be covered by this Agreement.

8. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature
and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be
reasonably or adequately compensated for in money damages, would cause irreparable injury to the Employer, would
gravely affect the effective and successful conduct of the Employer’s business and goodwill and would be a material
breach of this Agreement.

9. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in
this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination,
as the case may be, of this Agreement and will continue for five (5) years from the date of such expiration or
termination, except in the case of any Confidential Information which is a trade secret in which case those obligations
will last indefinitely.

10. The Employee may disclose any of the Confidential Information:

a. To a third party where Employer has consented in writing to such disclosure, or

b. To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other
governmental body after providing reasonable prior notice to the Employer.

11. If the Employee loses or makes unauthorized disclosure of any of the Confidential Information, the Employee will
immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed
Confidential Information.

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Non-Compete Agreement (ver. August 2021)
 MACAO IMPERIAL TEA
Suite 432 28 St Ne, Calgary, AB, T2A 6T3
Email add:macaotea.yyc@gmail.com

Avoiding Conflict of Opportunities

12. It is understood and agreed that any business opportunity relating to or similar to the Employer’s current or anticipated
business opportunities coming to the attention of the Employee during the Employment is an opportunity belonging to
the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the
opportunity, directly or indirectly, without the written consent of the Employer.

13. Without the written consent of the Employer, the Employee further agrees not to:

a. solely or jointly with others undertake or join any planning for or organization of any business activity competitive
with the current or anticipated business activities of the Employer; and
b. directly or indirectly, engage or participate in any other business activities which the Employer, in their reasonable
discretion determines to be in conflict with the best interests of the Employer.

14. Without the written consent of the Employer, the Employee further agrees not to directly or indirectly, engage or
participate in any other business activities which the Employer, in their reasonable discretion, determines to be in
conflict with the best interests of the Employer.

Ownership and Title to Confidential Information

15. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the
exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the
Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how,
copyright, trademarks or trade names, notwithstanding the fact that the Employee may have created or contributed to
the creation of the Confidential Information.

16. The Employee waives any moral rights that the Employee may have with respect to the Confidential Information.

17. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in
part by the Employee during the Employment and to assign to the Employer any right, title or interest the Employee
may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things
reasonably requested by the Employer, both during and after the Employment, in order to vest more fully in the
Employer all ownership rights in those items transferred by the Employee to the Employer.

Return of Confidential Information

18. The Employee agrees that, upon request of the Employer or upon termination or expiration, as the case may be, of the
Employment, the Employee will turn-over to the Employer all Confidential Information belonging to the Employee,
including but not limited to, product formulation, all documents, plans, specifications, as well as any duplicates or
backups made of that Confidential Information in whatever form or media, in the possession or control of the
Employee that:

a. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential
Information as defined in this Agreement; or
b. is connected with or derived from the Employee’s services to the Employer.

Remedies

19. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature
and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot
be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer.
Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available
to them at law or in equity, an injunction restraining the Employee, any of its personnel, and any agents of the
Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the

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Suite 432 28 St Ne, Calgary, AB, T2A 6T3
Email add:macaotea.yyc@gmail.com

Confidential Information.

Notices

20. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the
Confidential Information, the Employee will give to the Employer prompt written notice of such request so the
Employer may seek an appropriate remedy or alternatively to waive the Employee’s compliance with the provisions of
this Agreement with regards to the request.

21. If the Employee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this
Agreement, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the
lost or improperly disclosed.

22. Any notice or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent,
or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this
Agreement or as the parties may later designate in writing.

23. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

a. MACAO IMPERIAL TEA

Unit 103, 2710 – 3 Avenue NE Calgary, AB T2A 2L5

b. ____________________________________
_______________________________________________________________________________

Representations

24. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its
adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark
infringement that may result from the use of such information.

Termination

25. This Agreement will automatically terminate on the date that the Employment terminates or expires, as the case may
be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at
that time.

Assignment

26. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be
assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party
to this Agreement.

Amendments

27. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the
Employee.

Governing Law

28. This Agreement will be construed in accordance with and governed by the laws of the Province of Alberta.

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Non-Compete Agreement (ver. August 2021)
 MACAO IMPERIAL TEA
Suite 432 28 St Ne, Calgary, AB, T2A 6T3
Email add:macaotea.yyc@gmail.com

Definitions

29. For the purpose of this Agreement the following definitions will apply:

a. ‘Work Product’ means work product formulation and information, including but not limited to, work product
resulting from or related to work or projects performed or to be performed for the Employer or for customers of the
Employer, of any type or form in any stage of actual or anticipated research and development.

b. ‘Other Proprietary Data’ means information relating to the Employer’s proprietary rights prior to any public
disclosure of such information, including but not limited to, the nature of franchise, proprietary rights, production data,
technical and engineering data, test data and test results, the status and details of research and development of
products and services, and information regarding acquiring, protecting, enforcing, and licensing proprietary rights
(including franchise, patents, copyrights and trade secrets).

c. ‘Business Operations’ means operational information, including but not limited to, internal personnel and financial
information, vendor names and other vendor information (including vendor characteristics, services and
agreements), purchasing and internal cost information, internal services and operational manuals, and the manner
and methods of conducting the Employer’s business.

d. ‘Marketing and Development Operations’ means marketing and development information, including but not limited
to, marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting
procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and
volumes, and future plans and potential strategies of the Employer which have been or are being considered.

f. ‘Customer Information’ means customer information, including but not limited to, names of customers and its
representatives, contracts and their contents and parties, customer services, data provided by customers and the
type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the
Employer.

General Provisions

30. Time is of the essence in this Agreement.

31. This Agreement may be executed in counterpart.

32. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this
Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and
include the feminine and vice versa.

33. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed
independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the
operation of any other part of this Agreement.

34. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal
costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the
Employee.

35. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a
court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is
the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the
extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is
the intention of the Employee to give the Employer the broadest possible protection to maintain the confidentiality of
the Confidential Information.

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Non-Compete Agreement (ver. August 2021)
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Suite 432 28 St Ne, Calgary, AB, T2A 6T3
Email add:macaotea.yyc@gmail.com

36. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate
as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of
them or the exercise of any other right, power or privilege provided in this Agreement.

37. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators,
successors and assigns, as the case may be, of the Employer and the Employee.

38. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions,
either oral or otherwise.

Employer’s Signature: _________________________________________

Date:_________________________________________

Employee’s Signature: _________________________________________

Date: _________________________________________

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Non-Compete Agreement (ver. August 2021)